CONSULTING
      AGREEMENT- RPC

    


    This
      Consulting Agreement is by and between Indigo-Energy, Inc., (IEI),
      a Nevada
      Corporation located at 701 N. Green Valley Pkwy, Suite 200, Henderson, NV 89074,
      and Randall P. Cohen, an Individual residing at 4 Spring Oak Dr., Newtown,
      PA
      18941 (RPC),
      collectively referred to as “The Parties”.

    


    WHEREAS,
      IEI is a developer of energy related properties, and

    


    WHEREAS,
      RPC has various connections, networking contacts, and experience in the
      development of financial related properties, financial market development,
      and
      business strategic planning.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants provided herein, the Parties
      agree as follows:

    


    Services.

    RPC
      will
      perform ongoing duties under the direction of IEI’s President under the
      following parameters:

     

    
      	  1.
 	Provide consulting services and support for interim
              fund
              raising efforts.


    

    
      	2.  	
              Assist
                in development of the IEI Strategic Marketing and Business
                Plan.

            


    

    
      	3.  	
              Handle
                other duties as assigned by IEI’s
                management.

            


    

    


    Compensation.
      IEI
      shall compensate RPC for these services as follows:

     

    
      	1-  	Reimbursement for all approved business-related
              expenses.


    

    
      	2-  	
              Further,
                RPC or its assigns shall receive fifty thousand (50,000) shares of
                common
                stock in IEI, said stock to be restricted by SEC rule 144. Said shares
                are
                to be issued within 30 days of signing of this Agreement.
                

            


    

    


    Independent
      Contractor and No Agency Relationship.
      RPC
      shall be compensated as an independent contractor with no employee relationship
      or agency and principal relationship and shall thereby be responsible for all
      its own taxes, insurance, licenses and fees and expenses related to its business
      and this Agreement. 

    


    Termination.
      Either
      party may terminate this relationship, without cause, after the initial term
      of
      the Agreement, with thirty (30) days notice to the other, provided all
      compensation is current. 

    


    Governing
      Law.
      This
      Agreement is being executed under and will be governed by the laws of the State
      of Nevada.

    


    Term.
      The term
      of this Agreement is three months commencing April 1, 2008.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS THEREOF, the Parties have executed this Agreement effective as of the
      date signed below.

    
       

      
         

        
          	 For
                  Indigo-Energy, Inc.	 	 	 
	 	 	 	 
	 	 	 	 
	
                  
Steve
                  Durdin, President 	 	 	
                  
Date
	 	 	 	 



           

          
            	
                    For Randall
                      P. Cohen,

                  	 	 	 
	 	 	 	 
	 	 	 	 
	
                    
Randall
                    P. Cohen	 	 	
                    
Date
	 	 	 	 
	 	 	 	 
	
                    
SSN